R25-148 1 RESOLUTION NO. R25-148
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, AWARDING REQUEST FOR QUALIFICATION NO. UTL25-
5 005 FOR PRE-QUALIFICATION OF CONTRACTORS FOR UTILITY MINOR
6 CONSTRUCTION SERVICES TO FOUR PRIMARY CONTRACTORS;
7 ESTABLISHING A PRE-QUALIFIED CONTRACTOR POOL; APPROVING
8 PROFESSIONAL SERVICES AGREEMENTS; AUTHORIZING THE CITY
9 MANAGER TO ISSUE TASK ORDERS; PROVIDING FOR AN EFFECTIVE DATE;
10 AND FOR ALL OTHER PURPOSES.
11
12 WHEREAS, on December 30, 2024, the City's Purchasing Department issued Request for
13 Qualification (RFQ) No. UTL25-005 to establish a prequalified list of contractors to perform utility
14 minor construction projects within the City; and
15 WHEREAS, these minor construction projects may include utility facilities, building repairs,
16 upgrades, and improvements, including but not limited to repairs and replacement of utility
17 infrastructure,water distribution, wastewater collection, storm water and reclaimed water systems,
18 water production, treatment process equipment, and storage repair and replacement; and
19 WHEREAS, on February 3, 2025, the Purchasing Department opened and tabulated
20 fourteen (14) submittals in response to RFQ No. UTL25-005 and the Selection Committee
21 evaluated all fourteen vendors and determined to shortlist the top-ranked firms for Phase II
22 evaluation; and
23 WHEREAS, upon completion of Phase II evaluation, the Selection Committee ranked the
24 qualified contractors as follows: Rank 1 - Johnson-Davis, Inc.; Rank 2 - Hinterland Group, Inc.; Rank
25 3 - B&B Underground Construction, Inc.; and Rank 4 - R&M Service Solutions, LLC; and
26 WHEREAS, the City intends to create a pool of four primary contractors for competitive
27 procurement of minor utility construction projects as they arise; and
28 WHEREAS, the City Commission finds it in the best interest of the City to award RFQ No.
29 UTL25-005 to the four highest-ranked contractors to establish an efficient and reliable pre-
30 qualified contractor pool.
31
32
33
34 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
35 BEACH, FLORIDA, THAT:
36
37 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
38 being true and correct and are hereby made a specific part of this Resolution upon adoption
39 hereof.
40 SECTION 2. The City Commission hereby awards Request for Qualification No. UTL25-
41 005 for Pre-Qualification of Contractors for Utility Minor Construction Services to the following
42 four primary contractors: Johnson-Davis, Inc.; B&B Underground Construction, Inc.; R&M Service
43 Solutions, LLC; and Hinterland Group, Inc. and approves the Professional Service Agreements (the
44 "Agreements"), in form and substance similar to that attached as "Exhibit A".
45 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
46 authorizes the Mayor to execute the Agreements. The Mayor is further authorized to execute any
47 ancillary documents required under the Agreements or necessary to accomplish the purposes of
48 this Resolution.
49 SECTION 4. The fully executed Agreements shall be retained by the City Clerk as a
50 public record of the City, and a copy shall be provided to Taralyn Pratt to forward to the Vendors.
51 SECTION 5. This Resolution shall take effect as provided by law.
52
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55 [Signatures on following page]
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rF�l iU' Q 63 PASSED AND ADOPTED this 3 day of 2025.
64 CITY OF BOYNTON BEACH, FLORIDA
65 YES NO
66 Mayor- Rebecca Shelton
67
68 Vice Mayor - Woodrow L. Hay
69
0 70 Commissioner - Angela Cruz
71
72 Commissioner - Aimee Kelley
73
74 Commissioner - Thomas Turkin ✓/
75
76 VOTE 4-4
77 ATTEST:
78
79 80 94S
r
81 Maylee - -sus, M PA7 C Rebecca Shelton
82 City CleriaoYNZ- 'N� Mayor
i��i O3 ......Diy \I
83 • ;.G•pRPOR,9.<53(6111
84 v SEAL •
-5(7-)I. APPROVED AS TO FORM:
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85 i INCORPORATED: f
86 (Corporate Seal) 192
87
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88 -- Shawna G. Lamb
89 City Attorney
41110
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
JOHNSON-DAVIS INCORPORATED
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and Johnson-Davis Incorporated, a
corporation authorized to do business in the State of Florida, with a business address of 604 Hillbrath Dr.,
Lantana, FL 33462, hereinafter referred to as the"VENDOR", each a"Party" and collectively the"Parties".
In consideration of the mutual benefits,terms, and conditions hereinafter specified, the Parties agree as set
forth below.
1. PROJECT DESIGNATION. The VENDOR is retained by the CITY to provide services, work, and all
labor, parts, and materials related to the RFQ No. UTL25-005 Pre-Qualification of Contractors for
Utility Minor Construction Services.
2. SCOPE OF SERVICES/PROCESS. VENDOR agrees to perform the services required for the Pre-
Qualification of Contractors for Utility Minor Construction Services. On an as-needed basis by
way of individual Purchase Orders or Task Orders. If work is ordered by Task Order, the Parties shall
complete a Task Order in substantially the form attached hereto as Exhibit A,which shall describe the
specific scope of work, identify the location, compensation, any applicable special terms or conditions,
and the project schedule and shall be signed by the CITY and VENDOR.Any Task Order over the then-
current procurement policy threshold shall require approval of the City Commission Time shall be of
the essence for each Task Order. The terms and conditions of RFQ No. UTL25-005 and VENDOR's
proposal are expressly incorporated into this Agreement by reference. Any conflict or discrepancy
between the terms of this Agreement, RFQ No. UTL25-005, and VENDOR's proposal,shall be resolved
pursuant to the following order of precedence (1) this Agreement, (2) RFQ No. UTL25-005, and (3)
VENDOR's proposal. No minimum amount of services is guaranteed under this Agreement.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the VENDOR to proceed and issuance of Task Order or Purchase Order.
VENDOR shall perform all services and provide all work product required pursuant to this Agreement.
4. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on May
21, 2025, and shall remain in effect through May 20, 2027, unless otherwise terminated in accordance
with this Agreement ("Initial Term"). Upon the expiration of the Initial Term or any renewal term, this
Agreement shall automatically renew for up to three (3) additional one-year terms(each a "Renewal
Term")unless at least sixty(60)days prior to the renewal date,either party gives the other party written
notice of the intent to not renew of the additional term. Both the Initial Term and all Renewal Term(s)
shall be collectively referred to as the"Term".
The City reserves the right to extend automatically for a period not to exceed an additional one hundred
eighty (180) calendar days by filing a written notice signed by the vendor to the City's Purchasing
Department in order to provide the City with continuing service. At no time shall this extended
transitional period extend more than one hundred eighty (180) calendar days beyond the expiration
date of the existing Contract/Agreement. The Vendor will be reimbursed for the services at the rate in
effect when this transitional period clause was invoked.
5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and under each solicitation
or task order that is completed in accordance with the solicitations or task orders at the hourly rates
attached as Exhibit B, or the lump sum or unit prices presented by the VENDOR and accepted by the
CITY.
A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to VENDOR shall not exceed
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the total contract price without express written modification of the Agreement signed by the City
Manager or her designee.
B. The VENDOR may submit invoices to the CITY once per month during the progress of the
services for partial payment for project completed to date. Such invoices will be reviewed by
the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount
approved.
C. Final payment of any balance due the VENDOR of the total contract price earned will be made
promptly upon the CITY's ascertainment, verification, and acceptance that the Services are
completed in accordance with this Agreement.
D. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
E The VENDOR's records and accounts pertaining to this Agreement are to be kept available for
inspection by representatives of the CITY and State for a period of five (5) years after the
termination of the Agreement. Copies shall be made available upon request.
F. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the VENDOR in connection with the services rendered under this Agreement
shall be the property of the CITY whether the project for which they are made is executed or not. The
VENDOR shall be permitted to retain copies, including reproducible copies, of drawings and
specifications for information, reference, and use in connection with VENDOR's endeavors.
7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Task Order have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and are subject to termination based on lack of funding.
8. PRICES. VENDOR shall perform the Services for the prices set forth in each Task Order.
9. COMPLIANCE WITH LAWS. VENDOR shall,in performing the Work contemplated by this Agreement,
faithfully observe and comply with all federal, State of Florida and City of Boynton Beach, ordinances
and regulations that are applicable to the Work rendered under this Agreement.
10 INDEMNIFICATION.
A. The VENDOR shall indemnify and hold harmless the CITY, its officers,employees,agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense through the conclusion of any appeals, which the CITY or its officers,
employees, agents or instrumentalities may incur as a result of claims,demands, suits,causes
of actions or proceedings of any kind or nature arising out of, relating to and resulting from the
performance of this Agreement by the VENDOR, its employees, agents, partners, principals or
subcontractors.The VENDOR shall pay all claims and losses in connection therewith and shall
investigate and defend all claims,suits or actions of any kind or nature in the name of the CITY,
where applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. VENDOR's aggregate liability pursuant to this
indemnification provision shall not exceed one and one-half(1 1/2)times the contract price or
One Million Dollars ($1,000,000) per occurrence, whichever is greater. Neither party to this
Agreement shall be liable to any third party claiming directly or through the other respective
party, for any special, incidental, indirect, or consequential damages of any kind, including but
not limited to lost profits or use that may result from this Agreement or out of the services or
goods furnished hereunder.
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B The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768 28, Fla. Stat., as may be amended from time to
time.
11 INSURANCE.
A. During the performance of the Work under this Agreement, VENDOR shall maintain the
following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All polices shall be written by an insurance company authorized to do
business in Florida.VENDOR shall be required to obtain all applicable insurance coverage, as
indicated below, prior to commencing any Work pursuant to this Agreement:
i. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the
life of this Agreement.Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the City of Boynton Beach, executed by the insurance company
ii. Comprehensive General Liability: The VENDOR shall procure and maintain for the life
of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on
an "Occurrence" basis. Coverage shall include Premises and Operations, Independent
consultants, Products-Completed Operations and Contractual Liability with specific
reference to Article 12, "Indemnification" of this Agreement. This policy shall provide
coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. VENDOR shall maintain a minimum
coverage of$1.000,000 per occurrence and$1,000,000 aggregate for personal Injury/and
$1.000.000 per occurrence/aggregate for property damage. The general liability insurance
shall include the CITY as an additional insured and shall include a provision prohibiting
cancellation of the policy upon thirty (30)days prior written notice to the CITY.
iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of
this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a
minimum amount of$1,000,000 combined single limit for bodily injury and property damage
liability to protect the VENDOR from claims for damage for bodily and personal injury,
including death, as well as from claims for property damage, which may arise from the
ownership, use of maintenance of owned and non-owned automobile, included rented
automobiles, whether such operations be by the VENDOR or by anyone directly or
indirectly employed by the VENDOR
iv Professional Liability(Errors and Omissions) Insurance: The VENDOR shall procure
and maintain for the life of this Agreement in the minimum amount of $1,000,000 per
occurrence.
v Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated
Coverage must follow the Risk Management Insurance Advisory Form of the General
Liability. Auto Liability and Employer's Liability. This coverage shall be maintained for a
period of no less than the later of three (3) years after the delivery of goods/services or
final payment pursuant to the Agreement.
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B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section
prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
C. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or cancelled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
D The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
12. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an
independent contractor with respect to the Work provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement.The CITY shall not
be responsible for withholding or otherwise deducting federal income tax or Social Security or for
contributing to the state industrial insurance program, otherwise assuming the duties of an employer
with respect to VENDOR, or any employee of VENDOR.
13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the VENDOR, to
solicit or secure this Agreement, and that VENDOR has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the VENDOR any fee, commission,
percentage, brokerage fee,gifts,or any other consideration contingent upon or resulting from the award
or making of this Agreement. For breach or violation) of this warranty, the CITY shall have the right to
annul this Agreement without liability or. in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift. or contingent fee.
14. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age,
gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex or
the presence of any physical or sensory handicap in the selection and retention of employees,
procurement of materials or supplies, or in the performance of any Work pursuant to this Agreement
15. ASSIGNMENT. The VENDOR shall not sublet or assign any of the Work covered by this Agreement
without the express written consent of the CITY
16. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision
17. TERMINATION.
A Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) business days of written notice by the CITY to the VENDOR
in which event the VENDOR shall be paid its compensation for services performed through the
termination date, including services reasonably related to termination. In the event that the
VENDOR abandons this Agreement or causes it to be terminated.the VENDOR shall indemnify
the CITY against loss pertaining to this termination.
B Termination for Cause. This Agreement may be terminated for cause by the aggrieved party
if the party in breach has not corrected the breach within thirty(30)calendar days after receipt
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of written notice from the aggrieved party identifying the breach. This Agreement may be
terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to
suitably or continuously perform the services in a manner calculated to meet or accomplish the
objectives in this Agreement, or repeated submission (whether negligent or intentional) for
payment of false or incorrect bills or invoices.
C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its
supervisory personnel assigned to the project, the surviving members of the VENDOR hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
CITY. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the VENDOR and the CITY, if the CITY so chooses.
D. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek
any and all available contractual or other remedies available at law or in equity including
recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s)of this
Agreement.
18. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement,which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction exclusively in Palm Beach County. Florida. This Agreement shall be construed under
Florida Law.
19. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested,
and if sent to CITY shall be mailed to:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to VENDOR shall be sent to the following address:
ATTN: ie- ._ • ..►_.. •,.
Address: :414 ■ r, is. . 1 �.
Phone: 'r :- •
20 PUBLIC RECORDS. The Vendor shall comply with Florida's Public Records Law. Specifically, the
VENDOR shall:
A Keep and maintain public records required by the CITY to perform the Work;
B Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract. VENDOR shall destroy all copies
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of such confidential and exempt records remaining in its possession once the VENDOR
transfers the records in its possession to the CITY; and
D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY,
all public records in VENDOR's possession All records stored electronically by VENDOR must
be provided to the CITY, upon request from the CITY's custodian of public records, in a format
that is compatible with the information technology systems of the CITY.
IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerkbbfl.us
21. UNCONTROLLABLE FORCES.
A. Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
B. Neither party shall, however,be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
22. SCRUTINIZED COMPANIES. By execution of this Agreement, VENDOR certifies that VENDOR is not
participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and
not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria.Subject to limited exceptions provided in state
law, the CITY will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The
CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false
certification. VENDOR shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term, VENDOR shall have
ninety (90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to terminate the
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contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time
to time
23 E-VERIFY. VENDOR is used interchangeably with Contractor throughout this Section VENDOR
certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as
may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer in
exchange for salary,wages,or other remuneration. "Contractor"includes, but is not limited
to, a vendor or consultant.
ii. "Subcontractor"means a person or entity that provides labor,supplies, or services to or for
a contractor or another subcontractor in exchange for salary,wages,or other remuneration
iii. "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
B. Registration Requirement, Termination. Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order
to verify the work authorization status of all newly hired employees. Contractor shall register
for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of:
i. All persons employed by a Contractor to perform employment duties within Florida during
the term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the CITY of Boynton Beach. The
Contractor acknowledges and agrees that registration and use of the U.S. Department of
Homeland Security's E-Verify System during the term of the contract is a condition of the
contract with the CITY of Boynton Beach, and
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility,"as amended from time to time This includes, but is not limited to
registration and utilization of the E-Verify System to verify the work authorization status of
all newly hired employees. Contractor shall also require all subcontractors to provide an
affidavit attesting that the subcontractor does not employ, contract with, or subcontract
with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the
duration of the contract. Failure to comply will lead to termination of this Contract, or if a
subcontractor knowingly violates the statute, the subcontract must be terminated
immediately. Any challenge to termination under this provision must be filed in the Circuit
Court no later than twenty (20)calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be considered as
such. If this contract is terminated for a violation of the statute by the Contractor, the
Contractor may not be awarded a public contract for a period of one(1)year after the date
of termination.
24. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent(except to the extent that the effect of this restriction
may be limited by law), and unless specifically stated to the contrary in any written consent to
an assignment no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
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B. CITY and VENDOR each binds itself, their partners, successors. assigns and legal
representatives to the other party hereto, their partners, successors. assigns and legal
representatives in respect of all covenants, agreements and obligations contained in this
Agreement.
C. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
D. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the VENDOR, as
well as all suppliers and subcontractors whom worked on the project that is the subject of this
Agreement. Payment of the invoice and acceptance of such payment by VENDOR shall
release CITY from all claims of liability by VENDOR in connection with this Agreement.
E At all times during the performance of this Agreement, VENDOR shall protect CITY's property
from all damage whatsoever on account of the work being carried on under this Agreement
F. It shall be the VENDOR's responsibility to be aware of and comply with all statutes,ordinances.
rules, orders, regulations and requirements of all local, city, state, and federal agencies as
applicable.
G. This Agreement represents the entire and integrated agreement between CITY and VENDOR
and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement is intended by the parties hereto to be final expression of this Agreement, and
it constitutes the full and entire understanding between the parties with respect to the subject
hereof, notwithstanding any representations, statements, or agreements to the contrary
heretofore made. In the event of a conflict between this Agreement, the solicitation and the
VENDOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid
proposal. This Agreement may be amended only by written instrument signed by both CITY
and VENDOR.
H. This Agreement will take effect on the Effective Date. This Agreement may be executed by
hand or electronically in multiple originals or counterparts, each of which shall be deemed to
be an original and together shall constitute one and the same agreement. Execution and
delivery of this Agreement by the Parties shall be legally binding. valid and effective upon
delivery of the executed documents to the other party through facsimile transmission, email, or
other electronic delivery.
I. Non-Exclusive, No Guaranty. This Agreement is non-exclusive and the CITY reserves the right
to award other contracts for work falling within the scope of this Agreement. No Purchase
Order(s).Task Order(s),or minimum amount of work or compensation is guaranteed under this
Agreement.
25. DEFAULT OF CONTRACT & REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by VENDOR does not conform
to the requirements of this Agreement, or if the Work exhibits poor workmanship,CITY reserves
the right to require that VENDOR correct all deficiencies in the Work to bring the work into
conformance without additional cost to CITY, and/or replace any personnel who fail to perform
in accordance with the requirements of this Agreement CITY shall he the sole judge of non-
conformance and the quality of workmanship.
B. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by VENDOR
RFO No 111-L25-005 Pre-Qualdication of Contractors for Utility Minor ConsirnJction Services
A-8
i. The abandonment of the project by VENDOR for a period of more than seven(7)business
days
ii. The abandonment,unnecessary delay, refusal of,or failure to comply with any of the terms
of this Agreement or neglect, or refusal to comply with the instructions of the CITY's
designee
iii The failure by VENDOR to observe or perform any of the terms, covenants, or conditions
of this Agreement to be observed or performed by VENDOR, where such failure shall
continue for a period of seven (7) days after written notice thereof by CITY to VENDOR;
provided, however, that if the nature of VENDOR 's default is such that more than seven
(7) days are reasonably required for its cure, then VENDOR shall not be deemed to be in
default if VENDOR commences such cure within said seven (7)day period and thereafter
diligently prosecutes such cure to completion.
iv. The assignment and/or transfer of this Agreement or execution or attachment thereon by
VENDOR or any other party in a manner not expressly permitted hereunder.
v. The making by VENDOR of any general assignment or general arrangement for the benefit
of creditors, or the filing by or against VENDOR of a petition to have VENDOR adjudged a
bankruptcy, or a petition for reorganization or arrangement under any law relating to
bankruptcy(unless, in the case of a petition filed against VENDOR, the same is dismissed
within sixty (60) calendar days); or the appointment of a trustee or a receiver to take
possession of substantially all of VENDOR's assets, or for VENDOR 's interest in this
Agreement,where possession is not restored to VENDOR within thirty(30)calendar days;
for attachment, execution or other judicial seizure of substantially all of VENDOR's assets,
or for VENDOR 's interest in this Agreement, where such seizure is not discharged within
thirty (30)calendar days.
C Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing,
of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply
with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety
on the Performance Bond. If the abandonment, delay, refusal, failure, neglect or default is not
cured within seven (7) business days of when notice was sent by CITY, CITY may declare a
default of the Agreement and notify VENDOR of such declaration of default and terminate the
Agreement. The Surety on the Performance Bond shall within ten (10) business days of such
declaration of default, rectify or cause to be rectified any mismanagement or breach of service
in the Agreement and assume the Work of VENDOR and proceed to perform Work under the
Agreement, at its own cost and expense.
i Upon such declaration of default, all payments remaining due VENDOR at the time of
default, less all sums due CITY for damages suffered, or expenses incurred by reason of
default, shall be due and payable to Surety Thereafter the Surety shall receive monthly
payments equal to those that would have been paid by the VENDOR had the VENDOR
continued to perform the services under the Agreement.
ii CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and the
facilities necessary for the completion of the Agreement. and charge the cost of same to
VENDOR and/or the Surety together with the costs incident thereto to such default.
iii. In the event CITY completes the Agreement at a lesser cost than would have been payable
to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall
retain such differences. Should such cost to CITY be greater. VENDOR shall pay the
amount of such excess to the CITY.
iv. Notwithstanding the other provisions in this Article. CITY reserves the right to terminate the
Agreement at any time, whenever the service provided by VENDOR fails to meet
reasonable standards of the trade after CITY gives written notice to the VENDOR of the
RFQ No.UTL25-005 Pre-Quahf cation of Contractors for Utility Minor Construction Services
A-9
deficiencies as set forth in the written notice within fourteen (14) calendar days of the
receipt by VENDOR of such notice from CITY.
26 SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign
immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine
of sovereign immunity or under Section 768.28, Florida Statutes.
27 TRUTH-IN-NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation
certificate certifying that the wage rates and costs used to determine the compensation
provided for in this Agreement is accurate, complete, and current as of the date of the
Agreement and no higher than those charged to the VENDOR's most favored customer for the
same or substantially similar service
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate. incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside vendors. The
CITY shall exercise its rights under this "Certificate"within one (1)year following payment.
28. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any
subcontractor will have access to an individual's personal identifying information under this Agreement.
Vendor represents and certifies (i) Vendor is not owned by the government of a foreign country of
concern; (ii) the government of a foreign country of concern does not have a controlling interest in
Vendor; and (iii) Vendor is not organized under the laws of and does not have its principal place of
business in, a foreign country of concern Prior to Vendor and any subcontractor having access to
personal identifying information pursuant to this Agreement, Vendor and any subcontractor shall submit
to City executed affidavit(s)under penalty of perjury, in a form approved by City attesting that the entity
does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the
requirements of this section is included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Florida Statutes.
29 ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall
provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,
in accordance with Section 787.06(13), Florida Statutes.
SIGNATURE PAGE FOLLOWS
RFQ No UTL25-005 Pre-Qualification of Contractors for Uluoty Minor Construction Services
A-10
IN WITNESS WHEREOF,the parties have hereunto set their hands and seals on the day and year
set forth below their respective signatures.
CITY OF BOYNTON BEACH JO- • • `- AVIS INCORPORATED
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Rebecca Shelton, Mayor Signature) .ohnson-Davis Incorporated
Date: -- 3 rint Name of Authorized •fficial
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Shawna G. Lamb,
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RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-11
EXHIBIT A
FORM OF TASK ORDER
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CITY OF BOYNTON BEACH
Services Task Order
Task Order No.
Contractor: ("Contractor")
1. Task/Project. (Insert title and brief
description)
2. Detailed Scope of Services.
A detailed scope of services under this Task Order, in accordance with the Agreement, is attached
as Exhibit
3. Deliverables and Schedule.
Contractor shall complete the services or deliver to the City the deliverables specified at the time
indicated on the attached Exhibit
4. Compensation.
The total Fee to be paid to Contractor under this Task Order shall not exceed
, based on the hourly rates currently in effect under the Agreement.
A detailed fee schedule is attached as Exhibit
The payment schedule (based on deliverables) is attached as Exhibit
5. Agreement Reference.
This Task Order shall be performed under the terms and conditions described within the
Services Agreement, dated , 20 , by
and between the City of Boynton Beach and , Contract No.
6. Insurance.
Contractor shall maintain insurance coverages in accordance with the Agreement and hereby
confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of
the Agreement are on file with the City as of the date of this Task Order.
7. Exhibits.
All attached Exhibits are incorporated fully into this Task Order and the Agreement.
REQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-12
8. Notice to Proceed.
Contractor shall commence Services under this Task Order upon receipt of a fully executed Task
Order and PO from the City.
CONTRACTOR: CITY OF BOYNTON BEACH
By: By:
Daniel Dugger, City Manager
Print Name:
Date: , 20 Date: , 20
City Attorney's Office
Approved as to form and legality
By:
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services—Draft Agreement A-13
EXHIBIT B
SCHEDULE OF PRICES
(TO BE INSERTED AFTER PROPOSAL AWARD)
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-14
City of Boynton Beach
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the
City of Boynton Beach as Additional insured This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing
insurance coverages must have a current rating by A.M Best Co of"B+"or higher. (NOTE. An insurance contract or binder
may be accepted as proof of insurance if Certificate a provided upon selection of vendor.) The following is a list of types of
insurance required of contractors, lessees, etc.,and the limits required by the City: (NOTE:This list is not all inclusive,
and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits,based
upon identified risk.)
TYPE(Occurrence Based Only) MINIMUM LiMITS REOUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg $ 1,000,000.00
Owners&Contractor's Protective(OCP) Personal&Adv Injury $ 1,000,000.00
Asbestos Abatement Each Occurrence $ I,000,000 00
Lead Abatement Fire Damage(any one tire) $ 50,000.00
Broad Form Vendors Med. Expense(any one person) $ 5,000.00
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Contractors
Fire Legal Liability
Professional Liability Aggregate-$ 1,000,000.00
Automobile Liability Combined Single Limit $ 1,000,000 00
Any Auto
All Owned Autos Hired Autos
Non-Owned Autos
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 1,000,000.00
Disease, Policy Limit $ 1,000,00000
Disease Each Employee $ 1,000,000 00
Property:
Homeowners Revocable Permit $ 300,000 00
Builder's Risk Limits based on Project Cost
Installation Floater Limits based on Project Cost
Other-As Risk Identified to be determined
INSURANCE ADVISORY FORM Revised(4/2021
INSURANCE ADVISORY
ciqr?
To
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
R&M SERVICE SOLUTIONS LLC
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and R&M Service Solutions, LLC, a
limited liability company, authorized to do business in the State of Florida, with a business address of 7256
Westport Place Suite A, West Palm Beach, FL 33413, hereinafter referred to as the "VENDOR", each a
"Party" and collectively the "Parties". In consideration of the mutual benefits, terms, and conditions
hereinafter specified, the Parties agree as set forth below.
1. PROJECT DESIGNATION. The VENDOR is retained by the CITY to provide services, work, and all
labor, parts, and materials related to the RFQ No. UTL25-005 Pre-Qualification of Contractors for
Utility Minor Construction Services.
2. SCOPE OF SERVICES/PROCESS. VENDOR agrees to perform the services required for the Pre-
Qualification of Contractors for Utility Minor Construction Services. On an as-needed basis by
way of individual Purchase Orders or Task Orders. If work is ordered by Task Order, the Parties shall
complete a Task Order in substantially the form attached hereto as Exhibit A,which shall describe the
specific scope of work, identify the location, compensation, any applicable special terms or conditions,
and the project schedule and shall be signed by the CITY and VENDOR.Any Task Order over the then-
current procurement policy threshold shall require approval of the City Commission. Time shall be of
the essence for each Task Order. The terms and conditions of RFQ No. UTL25-005 and VENDOR's
proposal are expressly incorporated into this Agreement by reference. Any conflict or discrepancy
between the terms of this Agreement, RFQ No. UTL25-005, and VENDOR's proposal, shall be resolved
pursuant to the following order of precedence (1) this Agreement, (2) RFQ No. UTL25-005, and (3)
VENDOR's proposal. No minimum amount of services is guaranteed under this Agreement.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the VENDOR to proceed and issuance of Task Order or Purchase Order.
VENDOR shall perform all services and provide all work product required pursuant to this Agreement.
4. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on May
21, 2025, and shall remain in effect through May 20, 2027, unless otherwise terminated in accordance
with this Agreement ("Initial Term"). Upon the expiration of the Initial Term or any renewal term, this
Agreement shall automatically renew for up to three (3) additional one-year terms (each a "Renewal
Term")unless at least sixty(60)days prior to the renewal date, either party gives the other party written
notice of the intent to not renew of the additional term. Both the Initial Term and all Renewal Term(s)
shall be collectively referred to as the "Term".
The City reserves the right to extend automatically for a period not to exceed an additional one hundred
eighty (180) calendar days by filing a written notice signed by the vendor to the City's Purchasing
Department in order to provide the City with continuing service. At no time shall this extended
transitional period extend more than one hundred eighty (180) calendar days beyond the expiration
date of the existing Contract/Agreement. The Vendor will be reimbursed for the services at the rate in
effect when this transitional period clause was invoked.
5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and under each solicitation
or task order that is completed in accordance with the solicitations or task orders at the hourly rates
attached as Exhibit B, or the lump sum or unit prices presented by the VENDOR and accepted by the
CITY.
A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to VENDOR shall not exceed
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-1
the total contract price without express written modification of the Agreement signed by the City
Manager or her designee.
B. The VENDOR may submit invoices to the CITY once per month during the progress of the
services for partial payment for project completed to date. Such invoices will be reviewed by
the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount
approved.
C. Final payment of any balance due the VENDOR of the total contract price earned will be made
promptly upon the CITY's ascertainment, verification, and acceptance that the Services are
completed in accordance with this Agreement.
D. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
E. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for
inspection by representatives of the CITY and State for a period of five (5) years after the
termination of the Agreement. Copies shall be made available upon request.
F. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the VENDOR in connection with the services rendered under this Agreement
shall be the property of the CITY whether the project for which they are made is executed or not. The
VENDOR shall be permitted to retain copies, including reproducible copies, of drawings and
specifications for information, reference, and use in connection with VENDOR's endeavors.
7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Task Order have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and are subject to termination based on lack of funding.
8. PRICES. VENDOR shall perform the Services for the prices set forth in each Task Order.
9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the Work contemplated by this Agreement,
faithfully observe and comply with all federal, State of Florida and City of Boynton Beach, ordinances
and regulations that are applicable to the Work rendered under this Agreement.
10. INDEMNIFICATION.
A. The VENDOR shall indemnify and hold harmless the CITY, its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense through the conclusion of any appeals, which the CITY or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to and resulting from the
performance of this Agreement by the VENDOR, its employees, agents, partners, principals or
subcontractors. The VENDOR shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY,
where applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. VENDOR's aggregate liability pursuant to this
indemnification provision shall not exceed one and one-half(1 1/2) times the contract price or
One Million Dollars ($1,000,000) per occurrence, whichever is greater. Neither party to this
Agreement shall be liable to any third party claiming directly or through the other respective
party, for any special, incidental, indirect, or consequential damages of any kind, including but
not limited to lost profits or use that may result from this Agreement or out of the services or
goods furnished hereunder.
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-2
B. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
11. INSURANCE.
A. During the performance of the Work under this Agreement, VENDOR shall maintain the
following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All polices shall be written by an insurance company authorized to do
business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as
indicated below, prior to commencing any Work pursuant to this Agreement:
i. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the
life of this Agreement,Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the City of Boynton Beach, executed by the insurance company.
ii. Comprehensive General Liability: The VENDOR shall procure and maintain for the life
of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on
an "Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific
reference to Article 12, "Indemnification" of this Agreement. This policy shall provide
coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. VENDOR shall maintain a minimum
coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and
$1,000.000 per occurrence/aggregate for property damage. The general liability insurance
shall include the CITY as an additional insured and shall include a provision prohibiting
cancellation of the policy upon thirty (30) days prior written notice to the CITY.
iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of
this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a
minimum amount of$1,000,000 combined single limit for bodily injury and property damage
liability to protect the VENDOR from claims for damage for bodily and personal injury,
including death, as well as from claims for property damage, which may arise from the
ownership, use of maintenance of owned and non-owned automobile, included rented
automobiles, whether such operations be by the VENDOR or by anyone directly or
indirectly employed by the VENDOR.
iv. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure
and maintain for the life of this Agreement in the minimum amount of $1,000,000 per
occurrence.
v. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow the Risk Management Insurance Advisory Form of the General
Liability, Auto Liability and Employer's Liability. This coverage shall be maintained for a
period of no less than the later of three (3) years after the delivery of goods/services or
final payment pursuant to the Agreement.
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-3
B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section
prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
C. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or cancelled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
D. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
12. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an
independent contractor with respect to the Work provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not
be responsible for withholding or otherwise deducting federal income tax or Social Security or for
contributing to the state industrial insurance program, otherwise assuming the duties of an employer
with respect to VENDOR, or any employee of VENDOR.
13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the VENDOR, to
solicit or secure this Agreement, and that VENDOR has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the VENDOR any fee, commission,
percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award
or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to
annul this Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, or contingent fee.
14. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age,
gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex or
the presence of any physical or sensory handicap in the selection and retention of employees,
procurement of materials or supplies, or in the performance of any Work pursuant to this Agreement.
15. ASSIGNMENT. The VENDOR shall not sublet or assign any of the Work covered by this Agreement
without the express written consent of the CITY.
16. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
17. TERMINATION.
A. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) business days of written notice by the CITY to the VENDOR
in which event the VENDOR shall be paid its compensation for services performed through the
termination date, including services reasonably related to termination. In the event that the
VENDOR abandons this Agreement or causes it to be terminated,the VENDOR shall indemnify
the CITY against loss pertaining to this termination.
B. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party
if the party in breach has not corrected the breach within thirty (30) calendar days after receipt
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-4
of written notice from the aggrieved party identifying the breach. This Agreement may be
terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to
suitably or continuously perform the services in a manner calculated to meet or accomplish the
objectives in this Agreement, or repeated submission (whether negligent or intentional) for
payment of false or incorrect bills or invoices.
C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its
supervisory personnel assigned to the project, the surviving members of the VENDOR hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
CITY. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the VENDOR and the CITY, if the CITY so chooses.
D. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek
any and all available contractual or other remedies available at law or in equity including
recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s)of this
Agreement.
18. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
19. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested,
and if sent to CITY shall be mailed to:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to VENDOR shall be sent to the following address:
ATTN:Michael George
Address:11820 Uradco Place
Suite 103
San Antonio, FL 33576
Phone: 352-398-9127
Email: mgeorge@rmservicesolutions.com
20. PUBLIC RECORDS. The Vendor shall comply with Florida's Public Records Law. Specifically, the
VENDOR shall:
A. Keep and maintain public records required by the CITY to perform the Work;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and,following completion of the contract, VENDOR shall destroy all copies
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-5
of such confidential and exempt records remaining in its possession once the VENDOR
transfers the records in its possession to the CITY; and
D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY,
all public records in VENDOR's possession All records stored electronically by VENDOR must
be provided to the CITY, upon request from the CITY's custodian of public records, in a format
that is compatible with the information technology systems of the CITY.
IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(bbfl.us
21. UNCONTROLLABLE FORCES.
A. Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
B. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
22. SCRUTINIZED COMPANIES. By execution of this Agreement, VENDOR certifies that VENDOR is not
participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and
not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state
law, the CITY will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The
CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false
certification. VENDOR shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term, VENDOR shall have
ninety (90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to terminate the
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
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contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time
to time.
23. E-VERIFY. VENDOR is used interchangeably with Contractor throughout this Section. VENDOR
certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as
may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer in
exchange for salary,wages,or other remuneration. "Contractor" includes, but is not limited
to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for
a contractor or another subcontractor in exchange for salary,wages,or other remuneration.
iii. "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order
to verify the work authorization status of all newly hired employees. Contractor shall register
for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of:
i. All persons employed by a Contractor to perform employment duties within Florida during
the term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the CITY of Boynton Beach. The
Contractor acknowledges and agrees that registration and use of the U.S. Department of
Homeland Security's E-Verify System during the term of the contract is a condition of the
contract with the CITY of Boynton Beach; and
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not limited to
registration and utilization of the E-Verify System to verify the work authorization status of
all newly hired employees. Contractor shall also require all subcontractors to provide an
affidavit attesting that the subcontractor does not employ, contract with, or subcontract
with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the
duration of the contract. Failure to comply will lead to termination of this Contract, or if a
subcontractor knowingly violates the statute, the subcontract must be terminated
immediately. Any challenge to termination under this provision must be filed in the Circuit
Court no later than twenty (20) calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be considered as
such. If this contract is terminated for a violation of the statute by the Contractor, the
Contractor may not be awarded a public contract for a period of one (1)year after the date
of termination.
24. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent(except to the extent that the effect of this restriction
may be limited by law), and unless specifically stated to the contrary in any written consent to
an assignment no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
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B. CITY and VENDOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns and legal
representatives in respect of all covenants, agreements and obligations contained in this
Agreement.
C. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
D. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the VENDOR, as
well as all suppliers and subcontractors whom worked on the project that is the subject of this
Agreement. Payment of the invoice and acceptance of such payment by VENDOR shall
release CITY from all claims of liability by VENDOR in connection with this Agreement.
E. At all times during the performance of this Agreement, VENDOR shall protect CITY's property
from all damage whatsoever on account of the work being carried on under this Agreement.
F. It shall be the VENDOR's responsibility to be aware of and comply with all statutes, ordinances,
rules, orders, regulations and requirements of all local, city, state, and federal agencies as
applicable.
G. This Agreement represents the entire and integrated agreement between CITY and VENDOR
and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement is intended by the parties hereto to be final expression of this Agreement, and
it constitutes the full and entire understanding between the parties with respect to the subject
hereof, notwithstanding any representations, statements, or agreements to the contrary
heretofore made. In the event of a conflict between this Agreement, the solicitation and the
VENDOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid
proposal. This Agreement may be amended only by written instrument signed by both CITY
and VENDOR.
H. This Agreement will take effect on the Effective Date. This Agreement may be executed by
hand or electronically in multiple originals or counterparts, each of which shall be deemed to
be an original and together shall constitute one and the same agreement. Execution and
delivery of this Agreement by the Parties shall be legally binding, valid and effective upon
delivery of the executed documents to the other party through facsimile transmission, email, or
other electronic delivery.
I. Non-Exclusive; No Guaranty. This Agreement is non-exclusive and the CITY reserves the right
to award other contracts for work falling within the scope of this Agreement. No Purchase
Order(s), Task Order(s), or minimum amount of work or compensation is guaranteed under this
Agreement.
25. DEFAULT OF CONTRACT & REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by VENDOR does not conform
to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY reserves
the right to require that VENDOR correct all deficiencies in the Work to bring the work into
conformance without additional cost to CITY, and/or replace any personnel who fail to perform
in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-
conformance and the quality of workmanship.
B. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by VENDOR :
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
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i. The abandonment of the project by VENDOR for a period of more than seven (7) business
days.
ii. The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms
of this Agreement or neglect, or refusal to comply with the instructions of the CITY's
designee.
iii. The failure by VENDOR to observe or perform any of the terms, covenants, or conditions
of this Agreement to be observed or performed by VENDOR, where such failure shall
continue for a period of seven (7) days after written notice thereof by CITY to VENDOR;
provided, however, that if the nature of VENDOR 's default is such that more than seven
(7) days are reasonably required for its cure, then VENDOR shall not be deemed to be in
default if VENDOR commences such cure within said seven (7) day period and thereafter
diligently prosecutes such cure to completion.
iv. The assignment and/or transfer of this Agreement or execution or attachment thereon by
VENDOR or any other party in a manner not expressly permitted hereunder.
v. The making by VENDOR of any general assignment or general arrangement for the benefit
of creditors, or the filing by or against VENDOR of a petition to have VENDOR adjudged a
bankruptcy, or a petition for reorganization or arrangement under any law relating to
bankruptcy(unless, in the case of a petition filed against VENDOR, the same is dismissed
within sixty (60) calendar days); or the appointment of a trustee or a receiver to take
possession of substantially all of VENDOR's assets, or for VENDOR 's interest in this
Agreement, where possession is not restored to VENDOR within thirty(30) calendar days;
for attachment, execution or other judicial seizure of substantially all of VENDOR's assets,
or for VENDOR 's interest in this Agreement, where such seizure is not discharged within
thirty (30) calendar days.
C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing,
of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply
with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety
on the Performance Bond. If the abandonment, delay, refusal, failure, neglect or default is not
cured within seven (7) business days of when notice was sent by CITY, CITY may declare a
default of the Agreement and notify VENDOR of such declaration of default and terminate the
Agreement. The Surety on the Performance Bond shall within ten (10) business days of such
declaration of default, rectify or cause to be rectified any mismanagement or breach of service
in the Agreement and assume the Work of VENDOR and proceed to perform Work under the
Agreement, at its own cost and expense.
i. Upon such declaration of default, all payments remaining due VENDOR at the time of
default, less all sums due CITY for damages suffered, or expenses incurred by reason of
default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly
payments equal to those that would have been paid by the VENDOR had the VENDOR
continued to perform the services under the Agreement.
ii. CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and the
facilities necessary for the completion of the Agreement, and charge the cost of same to
VENDOR and/or the Surety together with the costs incident thereto to such default.
iii. In the event CITY completes the Agreement at a lesser cost than would have been payable
to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall
retain such differences. Should such cost to CITY be greater, VENDOR shall pay the
amount of such excess to the CITY.
iv. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the
Agreement at any time, whenever the service provided by VENDOR fails to meet
reasonable standards of the trade after CITY gives written notice to the VENDOR of the
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-9
deficiencies as set forth in the written notice within fourteen (14) calendar days of the
receipt by VENDOR of such notice from CITY.
26. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign
immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine
of sovereign immunity or under Section 768.28, Florida Statutes.
27. TRUTH-IN-NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation
certificate certifying that the wage rates and costs used to determine the compensation
provided for in this Agreement is accurate, complete, and current as of the date of the
Agreement and no higher than those charged to the VENDOR's most favored customer for the
same or substantially similar service.
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside vendors. The
CITY shall exercise its rights under this "Certificate"within one (1) year following payment.
28. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any
subcontractor will have access to an individual's personal identifying information under this Agreement.
Vendor represents and certifies: (i) Vendor is not owned by the government of a foreign country of
concern; (ii) the government of a foreign country of concern does not have a controlling interest in
Vendor; and (iii) Vendor is not organized under the laws of and does not have its principal place of
business in, a foreign country of concern. Prior to Vendor and any subcontractor having access to
personal identifying information pursuant to this Agreement, Vendor and any subcontractor shall submit
to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity
does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the
requirements of this section is included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Florida Statutes.
29. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall
provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,
in accordance with Section 787.06(13), Florida Statutes.
SIGNATURE PAGE FOLLOWS
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-10
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year
set forth below their respective signatures.
CITY OF BOYNTON BEACH R&M SERVICE O io,c••
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Rebecca Shelton, Mayor : ••_ ure), R&M Sery •e-Solutions
1 Michael George
Date: , U-r\-t- J� alpac Print Name of Authorized Official
General Manager/Owner
Title
Date: 04/29/2025
1 Notary Public State of Florida
A Penni L Cala
` My Commission HH 371563
OF BOY/�T �t, 1 crailllll Expires 4/22/2027 (Corporate Seal)
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Witness
Penni L. Cala HH 371563 Exp 04/22/2027
Print Name
Approved as to Form:
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Shawna G. Lamb,
Office • the City Attorney
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Maylee Def Je -, City Clerk
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-11
EXHIBIT A
FORM OF TASK ORDER
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ETON 6
CITY OF BOYNTON BEACH
Services Task Order
Task Order No.
Contractor: ("Contractor")
1. Task/Project. (Insert title and brief
description)
2. Detailed Scope of Services.
A detailed scope of services under this Task Order, in accordance with the Agreement, is attached
as Exhibit
3. Deliverables and Schedule.
Contractor shall complete the services or deliver to the City the deliverables specified at the time
indicated on the attached Exhibit .
4. Compensation.
The total Fee to be paid to Contractor under this Task Order shall not exceed
, based on the hourly rates currently in effect under the Agreement.
A detailed fee schedule is attached as Exhibit .
The payment schedule (based on deliverables) is attached as Exhibit .
5. Agreement Reference.
This Task Order shall be performed under the terms and conditions described within the
Services Agreement, dated , 20 , by
and between the City of Boynton Beach and _, Contract No. .
6. Insurance.
Contractor shall maintain insurance coverages in accordance with the Agreement and hereby
confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of
the Agreement are on file with the City as of the date of this Task Order.
7. Exhibits.
All attached Exhibits are incorporated fully into this Task Order and the Agreement.
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services—Draft Agreement A-12
8. Notice to Proceed.
Contractor shall commence Services under this Task Order upon receipt of a fully executed Task
Order and PO from the City.
CONTRACTOR: CITY OF BOYNTON BEACH
By: By:
Daniel Dugger, City Manager
Print Name:
Date: , 20 Date: , 20
City Attorney's Office
Approved as to form and legality
By:
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-13
EXHIBIT B
SCHEDULE OF PRICES
(TO BE INSERTED AFTER PROPOSAL AWARD)
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-14
City of Boynton Beach
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the
City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing
insurance coverages must have a current rating by A.M.Best Co.of"B+"or higher. (NOTE: An insurance contract or binder
may be accepted as proof of insurance if Certificate is provided upon selection of vendor) The following is a list of types of
insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE: This list is not all inclusive,
and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits,based
upon identified risk.)
TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00
Asbestos Abatement Each Occurrence $ 1,000,000.00
Lead Abatement Fire Damage(any one fire) $ 50,000.00
Broad Form Vendors Med. Expense(any one person) $ 5,000.00
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Contractors
Fire Legal Liability
Professional Liability Aggregate-$ 1,000,000.00
Automobile Liability Combined Single Limit $ 1,000,000.00
Any Auto
All Owned Autos Hired Autos
Non-Owned Autos
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 1,000,000.00
Disease, Policy Limit $ 1,000,000.00
Disease Each Employee $ 1,000,000.00
Property:
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Installation Floater Limits based on Project Cost
Other-As Risk Identified to be determined
INSURANCE ADVISORY FORM Revised 04/2021
INSURANCE ADVISORY
Vo,
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4.
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
B&B UNDERGROUND CONSTRUCTION, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as "CITY", and B&B Underground Construction,
Inc. a corporation authorized to do business in the State of Florida, with a business address of 4050
Westgate Avenue, Ste 110, West Palm Beach, FL 33409, hereinafter referred to as the "VENDOR", each
a "Party" and collectively the "Parties". In consideration of the mutual benefits, terms, and conditions
hereinafter specified, the Parties agree as set forth below.
1. PROJECT DESIGNATION. The VENDOR is retained by the CITY to provide services, work, and all
labor, parts, and materials related to the RFQ No. UTL25-005 Pre-Qualification of Contractors for
Utility Minor Construction Services.
2. SCOPE OF SERVICES/PROCESS. VENDOR agrees to perform the services required for the Pre-
Qualification of Contractors for Utility Minor Construction Services. On an as-needed basis by
way of individual Purchase Orders or Task Orders. If work is ordered by Task Order, the Parties shall
complete a Task Order in substantially the form attached hereto as Exhibit A, which shall describe the
specific scope of work, identify the location, compensation, any applicable special terms or conditions,
and the project schedule and shall be signed by the CITY and VENDOR.Any Task Order over the then-
current procurement policy threshold shall require approval of the City Commission. Time shall be of
the essence for each Task Order. The terms and conditions of RFQ No. UTL25-005 and VENDOR's
proposal are expressly incorporated into this Agreement by reference. Any conflict or discrepancy
between the terms of this Agreement, RFQ No. UTL25-005, and VENDOR's proposal,shall be resolved
pursuant to the following order of precedence (1) this Agreement, (2) RFQ No. UTL25-005, and (3)
VENDOR's proposal. No minimum amount of services is guaranteed under this Agreement.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the VENDOR to proceed and issuance of Task Order or Purchase Order.
VENDOR shall perform all services and provide all work product required pursuant to this Agreement.
4. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on May
21, 2025, and shall remain in effect through May 20, 2027, unless otherwise terminated in accordance
with this Agreement ("Initial Term"). Upon the expiration of the Initial Term or any renewal term, this
Agreement shall automatically renew for up to three 13) additional one-year terms (each a "Renewal
Term")unless at least sixty(60)days prior to the renewal date, either party gives the other party written
notice of the intent to not renew of the additional term. Both the Initial Term and all Renewal Term(s)
shall be collectively referred to as the "Term".
The City reserves the right to extend automatically for a period not to exceed an additional one hundred
eighty (180) calendar days by filing a written notice signed by the vendor to the City's Purchasing
Department in order to provide the City with continuing service. At no time shall this extended
transitional period extend more than one hundred eighty (180) calendar days beyond the expiration
date of the existing Contract/Agreement. The Vendor will be reimbursed for the services at the rate in
effect when this transitional period clause was invoked.
5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and under each solicitation
or task order that is completed in accordance with the solicitations or task orders at the hourly rates
attached as Exhibit B, or the lump sum or unit prices presented by the VENDOR and accepted by the
CITY.
A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to VENDOR shall not exceed
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
the total contract price without express written modification of the Agreement signed by the City
Manager or her designee.
B. The VENDOR may submit invoices to the CITY once per month during the progress of the
services for partial payment for project completed to date. Such invoices will be reviewed by
the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount
approved.
C. Final payment of any balance due the VENDOR of the total contract price earned will be made
promptly upon the CITY's ascertainment, verification, and acceptance that the Services are
completed in accordance with this Agreement.
D. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
E. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for
inspection by representatives of the CITY and State for a period of five (5) years after the
termination of the Agreement. Copies shall be made available upon request.
F. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the VENDOR in connection with the services rendered under this Agreement
shall be the property of the CITY whether the project for which they are made is executed or not. The
VENDOR shall be permitted to retain copies, including reproducible copies, of drawings and
specifications for information, reference, and use in connection with VENDOR's endeavors.
7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Task Order have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and are subject to termination based on lack of funding.
8. PRICES. VENDOR shall perform the Services for the prices set forth in each Task Order.
9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the Work contemplated by this Agreement,
faithfully observe and comply with all federal, State of Florida and City of Boynton Beach, ordinances
and regulations that are applicable to the Work rendered under this Agreement.
10. INDEMNIFICATION.
A. The VENDOR shall indemnify and hold harmless the CITY, its officers, employees,agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense through the conclusion of any appeals, which the CITY or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to and resulting from the
performance of this Agreement by the VENDOR, its employees, agents, partners, principals or
subcontractors.The VENDOR shall pay all claims and losses in connection therewith and shall
investigate and defend all claims,suits or actions of any kind or nature in the name of the CITY,
where applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. VENDOR's aggregate liability pursuant to this
indemnification provision shall not exceed one and one-half(1 1/2) times the contract price or
One Million Dollars ($1,000,000) per occurrence, whichever is greater. Neither party to this
Agreement shall be liable to any third party claiming directly or through the other respective
party, for any special, incidental, indirect, or consequential damages of any kind, including but
not limited to lost profits or use that may result from this Agreement or out of the services or
goods furnished hereunder.
RFQ No.Ur125-005 Pro-Qualification of Contractors for Utility Minor Construction Services
A
B. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
11. INSURANCE.
A. During the performance of the Work under this Agreement, VENDOR shall maintain the
following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All polices shall be written by an insurance company authorized to do
business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as
indicated below, prior to commencing any Work pursuant to this Agreement:
i. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the
life of this Agreement,Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the City of Boynton Beach, executed by the insurance company.
ii. Comprehensive General Liability: The VENDOR shall procure and maintain for the life
of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on
an "Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific
reference to Article 12, "Indemnification" of this Agreement. This policy shall provide
coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. VENDOR shall maintain a minimum
coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and
$1,000.000 per occurrence/aggregate for property damage. The general liability insurance
shall include the CITY as an additional insured and shall include a provision prohibiting
cancellation of the policy upon thirty (30)days prior written notice to the CITY.
iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of
this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a
minimum amount of$1,000,000 combined single limit for bodily injury and property damage
liability to protect the VENDOR from claims for damage for bodily and personal injury,
including death, as well as from claims for property damage, which may arise from the
ownership, use of maintenance of owned and non-owned automobile, included rented
automobiles, whether such operations be by the VENDOR or by anyone directly or
indirectly employed by the VENDOR.
iv. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure
and maintain for the life of this Agreement in the minimum amount of $1,000,000 per
occurrence.
v. Umbrella/Excess Liability Insurance: in the amount of S1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow the Risk Management Insurance Advisory Form of the General
Liability, Auto Liability and Employer's Liability. This coverage shall be maintained for a
period of no less than the later of three (3) years after the delivery of goods/services or
final payment pursuant to the Agreement.
RPQ No.UTL25-005 Pre-Qualification of Ccntractors for Utility Minor Construction Services
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B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section
prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
C. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or cancelled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
D. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
12. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an
independent contractor with respect to the Work provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement. The CITY shall not
be responsible for withholding or otherwise deducting federal income tax or Social Security or for
contributing to the state industrial insurance program, otherwise assuming the duties of an employer
with respect to VENDOR, or any employee of VENDOR.
13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the VENDOR, to
solicit or secure this Agreement, and that VENDOR has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the VENDOR any fee, commission,
percentage, brokerage fee, gifts,or any other consideration contingent upon or resulting from the award
or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to
annul this Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, or contingent fee.
14. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age,
gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex or
the presence of any physical or sensory handicap in the selection and retention of employees,
procurement of materials or supplies, or in the performance of any Work pursuant to this Agreement.
15. ASSIGNMENT. The VENDOR shall not sublet or assign any of the Work covered by this Agreement
without the express written consent of the CITY.
16. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
17. TERMINATION.
A. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) business days of written notice by the CITY to the VENDOR
in which event the VENDOR shall be paid its compensation for services performed through the
termination date, including services reasonably related to termination. In the event that the
VENDOR abandons this Agreement or causes it to be terminated,the VENDOR shall indemnify
the CITY against loss pertaining to this termination.
B. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party
if the party in breach has not corrected the breach within thirty(30)calendar days after receipt
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
of written notice from the aggrieved party identifying the breach. This Agreement may be
terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to
suitably or continuously perform the services in a manner calculated to meet or accomplish the
objectives in this Agreement, or repeated submission (whether negligent or intentional) for
payment of false or incorrect bills or invoices.
C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its
supervisory personnel assigned to the project, the surviving members of the VENDOR hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
CITY. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the VENDOR and the CITY, if the CITY so chooses.
D. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek
any and all available contractual or other remedies available at law or in equity including
recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s) of this
Agreement.
18. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
19. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested,
and if sent to CITY shall be mailed to:
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to VENDOR shall be sent to the following address:
ATTN: ,S'1 Hlti,) ata_
Address: Sip$O W fsRAl�
_Slat _LL
Phone: %j ,.q p341
Email: S!lec _theynsf.•corm_
20. PUBLIC RECORDS. The Vendor shall comply with Florida's Public Records Law. Specifically, the
VENDOR shall:
A. Keep and maintain public records required by the CITY to perform the Work;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and, following completion of the contract, VENDOR shall destroy all copies
RFQ No.UTL25-005 Pre-Qualiflcatior of Contractors for Utility Minor Construction Services
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of such confidential and exempt records remaining in its possession once the VENDOR
transfers the records in its possession to the CITY; and
D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY,
all public records in VENDOR's possession All records stored electronically by VENDOR must
be provided to the CITY, upon request from the CITY's custodian of public records, in a format
that is compatible with the information technology systems of the CITY.
IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(a�bbfl.us
21. UNCONTROLLABLE FORCES.
A. Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
B. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
22. SCRUTINIZED COMPANIES. By execution of this Agreement, VENDOR certifies that VENDOR is not
participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and
not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria.Subject to limited exceptions provided in state
law, the CITY will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The
CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false
certification. VENDOR shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term, VENDOR shall have
ninety (90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to terminate the
RFQ No.U1L25.005 Pre-Qualification of Contractors for Utility Minor Construction Services
A Q
contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time
to time.
23. E-VERIFY. VENDOR is used interchangeably with Contractor throughout this Section. VENDOR
certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as
may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer in
exchange for salary,wages, or other remuneration. "Contractor" includes, but is not limited
to, a vendor or consultant.
ii. "Subcontractor"means a person or entity that provides labor, supplies, or services to or for
a contractor or another subcontractor in exchange for salary,wages,or other remuneration.
iii. "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order
to verify the work authorization status of all newly hired employees. Contractor shall register
for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of:
i. All persons employed by a Contractor to perform employment duties within Florida during
the term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the CITY of Boynton Beach. The
Contractor acknowledges and agrees that registration and use of the U.S. Department of
Homeland Security's E-Verify System during the term of the contract is a condition of the
contract with the CITY of Boynton Beach; and
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not limited to
registration and utilization of the E-Verify System to verify the work authorization status of
all newly hired employees. Contractor shall also require all subcontractors to provide an
affidavit attesting that the subcontractor does not employ, contract with, or subcontract
with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the
duration of the contract. Failure to comply will lead to termination of this Contract, or if a
subcontractor knowingly violates the statute, the subcontract must be terminated
immediately. Any challenge to termination under this provision must be filed in the Circuit
Court no later than twenty(20)calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be considered as
such. If this contract is terminated for a violation of the statute by the Contractor, the
Contractor may not be awarded a public contract for a period of one (1)year after the date
of termination.
24. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent(except to the extent that the effect of this restriction
may be limited by law), and unless specifically stated to the contrary in any written consent to
an assignment no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A 7
B. CITY and VENDOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns and legal
representatives in respect of all covenants, agreements and obligations contained in this
Agreement.
C. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
D. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the VENDOR, as
well as all suppliers and subcontractors whom worked on the project that is the subject of this
Agreement. Payment of the invoice and acceptance of such payment by VENDOR shall
release CITY from all claims of liability by VENDOR in connection with this Agreement.
E. At all times during the performance of this Agreement, VENDOR shall protect CITY's property
from all damage whatsoever on account of the work being carried on under this Agreement.
F. It shall be the VENDOR's responsibility to be aware of and comply with all statutes,ordinances,
rules, orders, regulations and requirements of all local, city, state, and federal agencies as
applicable.
G. This Agreement represents the entire and integrated agreement between CITY and VENDOR
and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement is intended by the parties hereto to be final expression of this Agreement, and
it constitutes the full and entire understanding between the parties with respect to the subject
hereof, notwithstanding any representations, statements, or agreements to the contrary
heretofore made. In the event of a conflict between this Agreement, the solicitation and the
VENDOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid
proposal. This Agreement may be amended only by written instrument signed by both CITY
and VENDOR.
H. This Agreement will take effect on the Effective Date. This Agreement may be executed by
hand or electronically in multiple originals or counterparts, each of which shall be deemed to
be an original and together shall constitute one and the same agreement. Execution and
delivery of this Agreement by the Parties shall be legally binding, valid and effective upon
delivery of the executed documents to the other party through facsimile transmission, email, or
other electronic delivery.
I. Non-Exclusive; No Guaranty.This Agreement is non-exclusive and the CITY reserves the right
to award other contracts for work falling within the scope of this Agreement. No Purchase
Order(s),Task Order(s), or minimum amount of work or compensation is guaranteed under this
Agreement.
25. DEFAULT OF CONTRACT& REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by VENDOR does not conform
to the requirements of this Agreement,or if the Work exhibits poor workmanship, CITY reserves
the right to require that VENDOR correct all deficiencies in the Work to bring the work into
conformance without additional cost to CITY, and/or replace any personnel who fail to perform
in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-
conformance and the quality of workmanship.
B. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by VENDOR
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
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i. The abandonment of the project by VENDOR for a period of more than seven (7)business
days.
ii. The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms
of this Agreement or neglect, or refusal to comply with the instructions of the CITY's
designee.
iii. The failure by VENDOR to observe or perform any of the terms, covenants, or conditions
of this Agreement to be observed or performed by VENDOR, where such failure shall
continue for a period of seven (7) days after written notice thereof by CITY to VENDOR;
provided, however, that if the nature of VENDOR 's default is such that more than seven
(7) days are reasonably required for its cure, then VENDOR shall not be deemed to be in
default if VENDOR commences such cure within said seven (7) day period and thereafter
diligently prosecutes such cure to completion.
iv. The assignment and/or transfer of this Agreement or execution or attachment thereon by
VENDOR or any other party in a manner not expressly permitted hereunder.
v. The making by VENDOR of any general assignment or general arrangement for the benefit
of creditors, or the filing by or against VENDOR of a petition to have VENDOR adjudged a
bankruptcy, or a petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against VENDOR, the same is dismissed
within sixty (60) calendar days); or the appointment of a trustee or a receiver to take
possession of substantially all of VENDOR's assets, or for VENDOR 's interest in this
Agreement,where possession is not restored to VENDOR within thirty(30)calendar days;
for attachment, execution or other judicial seizure of substantially all of VENDOR's assets,
or for VENDOR 's interest in this Agreement, where such seizure is not discharged within
thirty (30) calendar days.
C. Remedies In Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing,
of such abandonment, delay, refusal,failure, neglect, or default and direct VENDOR to comply
with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety
on the Performance Bond. If the abandonment, delay, refusal, failure, neglect or default is not
cured within seven (7) business days of when notice was sent by CITY, CITY may declare a
default of the Agreement and notify VENDOR of such declaration of default and terminate the
Agreement. The Surety on the Performance Bond shall within ten (10) business days of such
declaration of default, rectify or cause to be rectified any mismanagement or breach of service
in the Agreement and assume the Work of VENDOR and proceed to perform Work under the
Agreement, at its own cost and expense.
i. Upon such declaration of default, all payments remaining due VENDOR at the time of
default, less all sums due CITY for damages suffered, or expenses incurred by reason of
default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly
payments equal to those that would have been paid by the VENDOR had the VENDOR
continued to perform the services under the Agreement.
ii. CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and the
facilities necessary for the completion of the Agreement, and charge the cost of same to
VENDOR and/or the Surety together with the costs incident thereto to such default.
iii. In the event CITY completes the Agreement at a lesser cost than would have been payable
to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall
retain such differences. Should such cost to CITY be greater, VENDOR shall pay the
amount of such excess to the CITY.
iv. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the
Agreement at any time, whenever the service provided by VENDOR fails to meet
reasonable standards of the trade after CITY gives written notice to the VENDOR of the
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A 0
deficiencies as set forth in the written notice within fourteen (14) calendar days of the
receipt by VENDOR of such notice from CITY.
26. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign
immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine
of sovereign immunity or under Section 768.28, Florida Statutes.
27. TRUTH-IN-NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation
certificate certifying that the wage rates and costs used to determine the compensation
provided for in this Agreement is accurate, complete, and current as of the date of the
Agreement and no higher than those charged to the VENDOR's most favored customer for the
same or substantially similar service.
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside vendors. The
CITY shall exercise its rights under this "Certificate" within one (1) year following payment.
28. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any
subcontractor will have access to an individual's personal identifying information under this Agreement.
Vendor represents and certifies: (i) Vendor is not owned by the government of a foreign country of
concern; (ii) the government of a foreign country of concern does not have a controlling interest in
Vendor; and (iii) Vendor is not organized under the laws of and does not have its principal place of
business in, a foreign country of concern. Prior to Vendor and any subcontractor having access to
personal identifying information pursuant to this Agreement,Vendor and any subcontractor shall submit
to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity
does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the
requirements of this section is included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Florida Statutes.
29. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall
provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,
in accordance with Section 787.06(13), Florida Statutes.
SIGNATURE PAGE FOLLOWS
RFQ No UTL25-005 Pre-Qua:irication of Contractors for Utility Minor Construction Services
IN WITNESS WHEREOF,the parties have hereunto set their hands and seals on the day and year
set forth below their respective signatures.
CITY OF BOYNTON BEACH B&B UNDERGROUND CONSTRUCTION, INC.
C'-
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Rebecca Shelton, Mayor (Signature), B&B Underground Construction, Inc.
t -ire 0, '___ h
Date:,j , .. (3r OCA Print Name of Authorized Official
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Title
Date: (3/ 47175/ 7c25-
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OF Bpy ‘1
f c, . • co ... p.i (Corporate Sea!)
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Witness
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Print Name
Approved as to Form:
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Shawna G. Lamb,
Offi f the City Attomey
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Maylee a J-.s, City Clerk
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A_11
EXHIBIT A
FORM OF TASK ORDER
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P
tON0
CITY OF BOYNTON BEACH
Services Task Order
Task Order No.
Contractor: ("Contractor")
1. Task/Project. (Insert title and brief
description)
2. Detailed Scope of Services.
A detailed scope of services under this Task Order, in accordance with the Agreement, is attached
as Exhibit
3. Deliverables and Schedule.
Contractor shall complete the services or deliver to the City the deliverables specified at the time
indicated on the attached Exhibit
4. Compensation.
The total Fee to be paid to Contractor under this Task Order shall not exceed
, based on the hourly rates currently in effect under the Agreement.
A detailed fee schedule is attached as Exhibit
The payment schedule (based on deliverables) is attached as Exhibit
5. Agreement Reference.
This Task Order shall be performed under the terms and conditions described within the
Services Agreement, dated , 20 , by
and between the City of Boynton Beach and , Contract No.
6. Insurance.
Contractor shall maintain insurance coverages in accordance with the Agreement and hereby
confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of
the Agreement are on file with the City as of the date of this Task Order.
7. Exhibits.
All attached Exhibits are incorporated fully into this Task Order and the Agreement.
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-12
8. Notice to Proceed.
Contractor shall commence Services under this Task Order upon receipt of a fully executed Task
Order and PO from the City.
CONTRACTOR: CITY OF BOYNTON BEACH
By: By:
Daniel Dugger, City Manager
Print Name:
Date: , 20 Date: , 20
City Attorney's Office
Approved as to form and legality
By:
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-13
EXHIBIT B
SCHEDULE OF PRICES
(TO BE INSERTED AFTER PROPOSAL AWARD)
RFC)No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-14
City of Boynton Beach
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the
City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing
insurance coverages must have a current rating by A.M.Best Co.of"B+"or higher. (NOTE: An insurance contract or binder
may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of
insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive,
and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits,based
upon identified risk.)
TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Contractor's Protective(OCP) Personal&Adv.Injury $ 1,000,000.00
Asbestos Abatement Each Occurrence $ 1,000,000.00
Lead Abatement Fire Damage(any one fire) $ 50,000.00
Broad Form Vendors Med. Expense(any one person) $ 5,000.00
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Contractors
Fire Legal Liability
Professional Liability Aggregate -$ 1,000,000.00
Automobile Liability Combined Single Limit $ 1,000,000.00
Any Auto
All Owned Autos Hired Autos
Non-Owned Autos
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 1,000,000.00
Disease, Policy Limit $ 1,000,000.00
Disease Each Employee $ 1,000,000.00
Property:
Homeowners Revocable Permit $ 300,000.00
Builder's Risk Limits based on Project Cost
Installation Floater Limits based on Project Cost
Other-As Risk Identified to be determined
INSURANCE ADVISORY FORM Revised 04/2021
INRI IRANr:F AIIVIRfRY
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O U
h Ton e
AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND
HINTERLAND GROUP, INC.
THIS AGREEMENT ("Agreement"), is entered into between the City of Boynton Beach, a municipal
corporation organized and existing under the laws of Florida, with a business address of 100 East Ocean
Ave., Boynton Beach, FL 33435, hereinafter referred to as"CITY", and Hinterland Group, Inc. a corporation
authorized to do business in the State of Florida, with a business address of 2051 W. Blue Heron Blvd.,
Riviera Beach, FL 33404, hereinafter referred to as the "VENDOR", each a "Party" and collectively the
"Parties". In consideration of the mutual benefits, terms, and conditions hereinafter specified, the Parties
agree as set forth below.
1. PROJECT DESIGNATION. The VENDOR is retained by the CITY to provide services, work, and all
labor, parts, and materials related to the RFQ No. UTL25-005 Pre-Qualification of Contractors for
Utility Minor Construction Services.
2. SCOPE OF SERVICES/PROCESS. VENDOR agrees to perform the services required for the Pre-
Qualification of Contractors for Utility Minor Construction Services. On an as-needed basis by
way of individual Purchase Orders or Task Orders. If work is ordered by Task Order, the Parties shall
complete a Task Order in substantially the form attached hereto as Exhibit A,which shall describe the
specific scope of work, identify the location, compensation, any applicable special terms or conditions,
and the project schedule and shall be signed by the CITY and VENDOR.Any Task Order over the then-
current procurement policy threshold shall require approval of the City Commission. Time shall be of
the essence for each Task Order. The terms and conditions of RFQ No. UTL25-005 and VENDOR's
proposal are expressly incorporated into this Agreement by reference. Any conflict or discrepancy
between the terms of this Agreement, RFQ No. UTL25-005,and VENDOR's proposal, shall be resolved
pursuant to the following order of precedence (1) this Agreement, (2) RFQ No. UTL25-005, and (3)
VENDOR's proposal. No minimum amount of services is guaranteed under this Agreement.
3. TIME FOR PERFORMANCE. Work under this Agreement shall commence upon the giving of written
notice by the CITY to the VENDOR to proceed and issuance of Task Order or Purchase Order.
VENDOR shall perform all services and provide all work product required pursuant to this Agreement.
4. TERM. The initial Agreement period shall be for an initial term of two (2) years, commencing on May
21, 2025, and shall remain in effect through May 20, 2027, unless otherwise terminated in accordance
with this Agreement ("Initial Term"). Upon the expiration of the Initial Term or any renewal term, this
Agreement shall automatically renew for up to three (3)additional one-year terms (each a "Renewal
Term") unless at least sixty(60)days prior to the renewal date, either party gives the other party written
notice of the intent to not renew of the additional term. Both the Initial Term and all Renewal Term(s)
shall be collectively referred to as the"Term"
The City reserves the right to extend automatically for a period not to exceed an additional one hundred
eighty (180) calendar days by filing a written notice signed by the vendor to the City's Purchasing
Department in order to provide the City with continuing service. At no time shall this extended
transitional period extend more than one hundred eighty (180) calendar days beyond the expiration
date of the existing Contract/Agreement. The Vendor will be reimbursed for the services at the rate in
effect when this transitional period clause was invoked.
5. PAYMENT. The VENDOR shall be paid by the CITY for completed work and under each solicitation
or task order that is completed in accordance with the solicitations or task orders at the hourly rates
attached as Exhibit B, or the lump sum or unit prices presented by the VENDOR and accepted by the
CITY
A. Payment for the work provided by VENDOR shall be made promptly on all invoices submitted
to the City properly, provided that the total amount of payment to VENDOR shall not exceed
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the total contract price without express written modification of the Agreement signed by the City
Manager or her designee.
B. The VENDOR may submit invoices to the CITY once per month during the progress of the
services for partial payment for project completed to date. Such invoices will be reviewed by
the CITY, and upon approval thereof, payment will be made to the VENDOR in the amount
approved.
C. Final payment of any balance due the VENDOR of the total contract price earned will be made
promptly upon the CITY's ascertainment, verification, and acceptance that the Services are
completed in accordance with this Agreement.
D. Payment as provided in this section by the CITY shall be full compensation for services
performed, services rendered, and for all materials, supplies, equipment, and incidentals
necessary to complete the work.
E. The VENDOR's records and accounts pertaining to this Agreement are to be kept available for
inspection by representatives of the CITY and State for a period of five (5) years after the
termination of the Agreement. Copies shall be made available upon request.
F. All payments shall be governed by the Local Government Prompt Payment Act, as set forth in
Part VII, Chapter 218, Florida Statutes.
6. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other
materials produced by the VENDOR in connection with the services rendered under this Agreement
shall be the property of the CITY whether the project for which they are made is executed or not. The
VENDOR shall be permitted to retain copies, including reproducible copies, of drawings and
specifications for information, reference, and use in connection with VENDOR's endeavors.
7. FUNDING. This Agreement shall remain in full force and effect only as long as the expenditures
provided in the Task Order have been appropriated by the CITY in the annual budget for each fiscal
year of this Agreement, and are subject to termination based on lack of funding.
8. PRICES. VENDOR shall perform the Services for the prices set forth in each Task Order.
9. COMPLIANCE WITH LAWS. VENDOR shall, in performing the Work contemplated by this Agreement,
faithfully observe and comply with all federal, State of Florida and City of Boynton Beach, ordinances
and regulations that are applicable to the Work rendered under this Agreement.
10. INDEMNIFICATION.
A. The VENDOR shall indemnify and hold harmless the CITY, its officers, employees, agents and
instrumentalities from any and all liability, losses or damages, including attorneys' fees and
costs of defense through the conclusion of any appeals, which the CITY or its officers,
employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes
of actions or proceedings of any kind or nature arising out of, relating to and resulting from the
performance of this Agreement by the VENDOR, its employees, agents, partners, principals or
subcontractors. The VENDOR shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the CITY,
where applicable, including appellate proceedings, and shall pay all costs, judgments, and
attorneys' fees which may issue thereon. VENDOR's aggregate liability pursuant to this
indemnification provision shall not exceed one and one-half(1 1/2) times the contract price or
One Million Dollars ($1,000,000) per occurrence, whichever is greater. Neither party to this
Agreement shall be liable to any third party claiming directly or through the other respective
party, for any special, incidental, indirect, or consequential damages of any kind, including but
not limited to lost profits or use that may result from this Agreement or out of the services or
goods furnished hereunder.
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B. The parties understand and agree that the covenants and representations relating to this
indemnification provision shall survive the term of this Agreement and continue in full force and
effect as to the party's responsibility to indemnify.
C. Nothing contained herein is intended nor shall be construed to waive CITY's rights and
immunities under the common law or §768.28, Fla. Stat., as may be amended from time to
time.
11. INSURANCE.
A. During the performance of the Work under this Agreement, VENDOR shall maintain the
following insurance policies, and provide originals or certified copies of all policies to CITY's
Risk Management. All polices shall be written by an insurance company authorized to do
business in Florida. VENDOR shall be required to obtain all applicable insurance coverage, as
indicated below, prior to commencing any Work pursuant to this Agreement:
i. Worker's Compensation Insurance: The VENDOR shall procure and maintain for the
life of this Agreement,Worker's Compensation Insurance covering all employees with limits
meeting all applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws. This coverage must
extend to any subcontractor that does not have their own Worker's Compensation and
Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of
the City of Boynton Beach, executed by the insurance company.
ii. Comprehensive General Liability: The VENDOR shall procure and maintain for the life
of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on
an "Occurrence" basis. Coverage shall include Premises and Operations; Independent
consultants, Products-Completed Operations and Contractual Liability with specific
reference to Article 12, "Indemnification" of this Agreement. This policy shall provide
coverage for death, personal injury, or property damage that could arise directly or
indirectly from the performance of this Agreement. VENDOR shall maintain a minimum
coverage of$1,000,000 per occurrence and $1,000,000 aggregate for personal injury/and
$1,000.000 per occurrence/aggregate for property damage. The general liability insurance
shall include the CITY as an additional insured and shall include a provision prohibiting
cancellation of the policy upon thirty (30) days prior written notice to the CITY.
iii. Business Automobile Liability: The VENDOR shall procure and maintain, for the life of
this Agreement, Business Automobile Liability Insurance. The VENDOR shall maintain a
minimum amount of$1,000,000 combined single limit for bodily injury and property damage
liability to protect the VENDOR from claims for damage for bodily and personal injury,
including death, as well as from claims for property damage, which may arise from the
ownership, use of maintenance of owned and non-owned automobile, included rented
automobiles, whether such operations be by the VENDOR or by anyone directly or
indirectly employed by the VENDOR.
iv. Professional Liability (Errors and Omissions) Insurance: The VENDOR shall procure
and maintain for the life of this Agreement in the minimum amount of $1,000,000 per
occurrence.
v. Umbrella/Excess Liability Insurance: in the amount of $1,000,000.00 as determined
appropriate by the CITY depending on the type of job and exposures contemplated.
Coverage must follow the Risk Management Insurance Advisory Form of the General
Liability, Auto Liability and Employer's Liability. This coverage shall be maintained for a
period of no less than the later of three (3) years after the delivery of goods/services or
final payment pursuant to the Agreement.
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B. VENDOR shall provide the CITY with all Certificates of Insurance required under this section
prior to beginning performance under this Agreement. Failure to maintain the required
insurance will be considered a default of the Agreement.
C. The CITY shall be named as an additional insured. The coverage shall contain no limitations
on the scope of protection afforded the CITY, its officers, officials, employees or volunteers. A
current valid insurance policy meeting the requirements herein identified shall be maintained
during the duration of this Agreement, and shall be endorsed to state that coverage shall not
be suspended, voided or cancelled by either party, reduced in coverage in limits except after
thirty (30) calendar days prior written notice by either certified mail, return receipt requested,
has been given to the CITY.
D. The CITY reserves the right to reasonably require any additional insurance coverage or
increased limits as determined necessary by the Risk Management. The CITY reserves the
right to review, modify, reject, or accept any required policies of insurance, including limits,
coverage, or endorsements throughout the Term of the Agreement.
12. INDEPENDENT CONTRACTOR. The VENDOR and the CITY agree that the VENDOR is an
independent contractor with respect to the Work provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither VENDOR nor any employee of VENDOR shall be entitled to any benefits
accorded CITY employees by virtue of the services provided under this Agreement.The CITY shall not
be responsible for withholding or otherwise deducting federal income tax or Social Security or for
contributing to the state industrial insurance program, otherwise assuming the duties of an employer
with respect to VENDOR, or any employee of VENDOR.
13. COVENANT AGAINST CONTINGENT FEES. The VENDOR warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the VENDOR, to
solicit or secure this Agreement, and that VENDOR has not paid or agreed to pay any company or
person, other than a bona fide employee working solely for the VENDOR any fee, commission,
percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award
or making of this Agreement. For breach or violation of this warranty, the CITY shall have the right to
annul this Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage
fee, gift, or contingent fee.
14. DISCRIMINATION PROHIBITED. The VENDOR, with regard to the work performed by it under this
agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age,
gender, disability, marital status, political affiliation, pregnancy, gender identity and expression, sex or
the presence of any physical or sensory handicap in the selection and retention of employees,
procurement of materials or supplies, or in the performance of any Work pursuant to this Agreement.
15. ASSIGNMENT. The VENDOR shall not sublet or assign any of the Work covered by this Agreement
without the express written consent of the CITY.
16. NON-WAIVER. Waiver by the CITY of any provision of this Agreement or any time limitation provided
for in this Agreement shall not constitute a waiver of any other provision.
17. TERMINATION.
A. Termination for Convenience. This Agreement may be terminated by the CITY for
convenience, upon fourteen (14) business days of written notice by the CITY to the VENDOR
in which event the VENDOR shall be paid its compensation for services performed through the
termination date, including services reasonably related to termination. In the event that the
VENDOR abandons this Agreement or causes it to be terminated,the VENDOR shall indemnify
the CITY against loss pertaining to this termination.
B. Termination for Cause. This Agreement may be terminated for cause by the aggrieved party
if the party in breach has not corrected the breach within thirty (30) calendar days after receipt
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of written notice from the aggrieved party identifying the breach. This Agreement may be
terminated for cause by CITY for reasons including, but not limited to, VENDOR's failure to
suitably or continuously perform the services in a manner calculated to meet or accomplish the
objectives in this Agreement, or repeated submission (whether negligent or intentional) for
payment of false or incorrect bills or invoices.
C. In the event of the death of a member, partner, or officer of the VENDOR, or any of its
supervisory personnel assigned to the project, the surviving members of the VENDOR hereby
agree to complete the work under the terms of this Agreement, if requested to do so by the
CITY. This section shall not be a bar to renegotiations of this Agreement between surviving
members of the VENDOR and the CITY, if the CITY so chooses.
D. Notice of termination shall be provided in accordance with the "Notices" section of this
Agreement.
E. In addition to any termination rights stated in this Agreement, CITY shall be entitled to seek
any and all available contractual or other remedies available at law or in equity including
recovery of costs incurred by CITY due to VENDOR's failure to comply with any term(s)of this
Agreement.
18. DISPUTES. Any disputes that arise between the parties with respect to the performance of this
Agreement, which cannot be resolved through negotiations, shall be submitted to a court of competent
jurisdiction exclusively in Palm Beach County, Florida. This Agreement shall be construed under
Florida Law.
19. NOTICE. All notices required in this Contract shall be sent by certified mail, return receipt requested,
and if sent to CITY shall be mailed to'
Daniel Dugger, City Manager
City of Boynton Beach
100 East Ocean Ave.,
Boynton Beach, FL 33435
Telephone No. (561) 742-6000
Notices to VENDOR shall be sent to the following address:
ATTN: Daniel Duke III
Address: 2051 W Blue Heron Blvd
Riviera Beach. FL 33404
Phone: 561-640-3503
Email: info@hinterlandgroup.com
20. PUBLIC RECORDS. The Vendor shall comply with Florida's Public Records Law. Specifically, the
VENDOR shall:
A. Keep and maintain public records required by the CITY to perform the Work;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a
cost that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided
by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public
record disclosure requirements are not disclosed except as authorized by law for the duration
of the contract term and,following completion of the contract, VENDOR shall destroy all copies
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of such confidential and exempt records remaining in its possession once the VENDOR
transfers the records in its possession to the CITY; and
D. Upon completion of the contract, VENDOR shall transfer to the CITY, at no cost to the CITY,
all public records in VENDOR's possession All records stored electronically by VENDOR must
be provided to the CITY, upon request from the CITY's custodian of public records, in a format
that is compatible with the information technology systems of the CITY.
IF THE VENDOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
VENDOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS:
CITY CLERK'S OFFICE
100 E. OCEAN AVENUE
BOYNTON BEACH, FLORIDA, 33435
561-742-6060
CityClerk(c_bbfl.us
21. UNCONTROLLABLE FORCES.
A. Neither the CITY nor VENDOR shall be considered to be in default of this Agreement if delays
in or failure of performance shall be due to Uncontrollable Forces, the effect of which, by the
exercise of reasonable diligence, the non-performing party could not avoid. The term
"Uncontrollable Forces" shall mean any event which results in the prevention or delay of
performance by a party of its obligations under this Agreement and which is beyond the
reasonable control of the non-performing party. It includes, but is not limited to fire, flood,
earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, sabotage, and
governmental actions.
B. Neither party shall, however, be excused from performance if non-performance is due to forces
which are preventable, removable, or remediable, and which the non-performing party could
have, with the exercise of reasonable diligence, prevented, removed, or remedied with
reasonable dispatch. The non-performing party shall, within a reasonable time of being
prevented or delayed from performance by an uncontrollable force, give written notice to the
other party describing the circumstances and uncontrollable forces preventing continued
performance of the obligations of this Agreement.
22. SCRUTINIZED COMPANIES. By execution of this Agreement, VENDOR certifies that VENDOR is not
participating in a boycott of Israel. VENDOR further certifies that VENDOR is not on the Scrutinized
Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and
not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has
VENDOR been engaged in business operations in Syria. Subject to limited exceptions provided in state
law, the CITY will not contract for the provision of goods or services with any scrutinized company
referred to above. Submitting a false certification shall be deemed a material breach of contract. The
CITY shall provide notice, in writing, to VENDOR of the CITY's determination concerning the false
certification. VENDOR shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term, VENDOR shall have
ninety (90) days following receipt of the notice to respond in writing and demonstrate that the
determination of false certification was made in error. If VENDOR does not demonstrate that the CITY's
determination of false certification was made in error then the CITY shall have the right to terminate the
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contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time
to time.
23. E-VERIFY. VENDOR is used interchangeably with Contractor throughout this Section. VENDOR
certifies that it is aware of and complies with the requirements of Section 448.095, Florida Statutes, as
may be amended from time to time and briefly described herein below.
A. Definitions for this Section:
i. "Contractor" means a person or entity that has entered or is attempting to enter into a
contract with a public employer to provide labor, supplies, or services to such employer in
exchange for salary,wages, or other remuneration. "Contractor"includes, but is not limited
to, a vendor or consultant.
ii. "Subcontractor" means a person or entity that provides labor, supplies, or services to or for
a contractor or another subcontractor in exchange for salary,wages,or other remuneration.
iii. "E-Verify system" means an Internet-based system operated by the United States
Department of Homeland Security that allows participating employers to electronically
verify the employment eligibility of newly hired employees.
B. Registration Requirement; Termination. Pursuant to Section 448.095, Florida Statutes,
effective January 1, 2021, Contractors, shall register with and use the E-Verify system in order
to verify the work authorization status of all newly hired employees. Contractor shall register
for and utilize the U.S. Department of Homeland Security's E-Verify System to verify the
employment eligibility of:
i. All persons employed by a Contractor to perform employment duties within Florida during
the term of the contract;
ii. All persons (including sub-vendors/sub-consultants/sub-contractors) assigned by
Contractor to perform work pursuant to the contract with the CITY of Boynton Beach. The
Contractor acknowledges and agrees that registration and use of the U.S. Department of
Homeland Security's E-Verify System during the term of the contract is a condition of the
contract with the CITY of Boynton Beach; and
iii. The Contractor shall comply with the provisions of Section 448.095, Fla. Stat.,
"Employment Eligibility," as amended from time to time. This includes, but is not limited to
registration and utilization of the E-Verify System to verify the work authorization status of
all newly hired employees. Contractor shall also require all subcontractors to provide an
affidavit attesting that the subcontractor does not employ, contract with, or subcontract
with, an unauthorized alien. The Contractor shall maintain a copy of such affidavit for the
duration of the contract. Failure to comply will lead to termination of this Contract, or if a
subcontractor knowingly violates the statute, the subcontract must be terminated
immediately. Any challenge to termination under this provision must be filed in the Circuit
Court no later than twenty (20) calendar days after the date of termination. Termination of
this Contract under this Section is not a breach of contract and may not be considered as
such. If this contract is terminated for a violation of the statute by the Contractor, the
Contractor may not be awarded a public contract for a period of one(1) year after the date
of termination.
24. MISCELLANEOUS.
A. No assignment by a party hereto of any rights under or interests in this Agreement will be
binding on another party hereto without the written consent of the party sought to be bound;
and specifically but without limitation, moneys that may become due and moneys that are due
may not be assigned without such consent(except to the extent that the effect of this restriction
may be limited by law), and unless specifically stated to the contrary in any written consent to
an assignment no assignment will release or discharge the assignor from any duty or
responsibility under this Agreement.
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B. CITY and VENDOR each binds itself, their partners, successors, assigns and legal
representatives to the other party hereto, their partners, successors, assigns and legal
representatives in respect of all covenants, agreements and obligations contained in this
Agreement.
C. In the event that either party brings suit for enforcement of this Agreement, each party shall
bear its own attorney's fees and court costs, except as otherwise provided under the
indemnification provisions set forth herein above.
D. Prior to final payment of the amount due under the terms of this Agreement, to the extent
permitted by law, a final waiver of lien shall be required to be submitted by the VENDOR, as
well as all suppliers and subcontractors whom worked on the project that is the subject of this
Agreement. Payment of the invoice and acceptance of such payment by VENDOR shall
release CITY from all claims of liability by VENDOR in connection with this Agreement.
E. At all times during the performance of this Agreement, VENDOR shall protect CITY's property
from all damage whatsoever on account of the work being carried on under this Agreement.
F. It shall be the VENDOR's responsibility to be aware of and comply with all statutes, ordinances,
rules, orders, regulations and requirements of all local, city, state, and federal agencies as
applicable.
G. This Agreement represents the entire and integrated agreement between CITY and VENDOR
and supersedes all prior negotiations, representations or agreements, either written or oral.
This Agreement is intended by the parties hereto to be final expression of this Agreement, and
it constitutes the full and entire understanding between the parties with respect to the subject
hereof, notwithstanding any representations, statements, or agreements to the contrary
heretofore made. In the event of a conflict between this Agreement, the solicitation and the
VENDOR's bid proposal, this Agreement shall govern then the solicitation, and then the bid
proposal. This Agreement may be amended only by written instrument signed by both CITY
and VENDOR.
H. This Agreement will take effect on the Effective Date. This Agreement may be executed by
hand or electronically in multiple originals or counterparts, each of which shall be deemed to
be an original and together shall constitute one and the same agreement. Execution and
delivery of this Agreement by the Parties shall be legally binding, valid and effective upon
delivery of the executed documents to the other party through facsimile transmission, email, or
other electronic delivery.
I. Non-Exclusive; No Guaranty.This Agreement is non-exclusive and the CITY reserves the right
to award other contracts for work falling within the scope of this Agreement. No Purchase
Order(s),Task Order(s), or minimum amount of work or compensation is guaranteed under this
Agreement.
25. DEFAULT OF CONTRACT& REMEDIES.
A. Correction of Work. If, in the judgment of CITY, Work provided by VENDOR does not conform
to the requirements of this Agreement, or if the Work exhibits poor workmanship, CITY reserves
the right to require that VENDOR correct all deficiencies in the Work to bring the work into
conformance without additional cost to CITY, and/or replace any personnel who fail to perform
in accordance with the requirements of this Agreement. CITY shall be the sole judge of non-
conformance and the quality of workmanship.
B. Default of Contract.The occurrence of any one or more of the following events shall constitute
a default and breach of this Agreement by VENDOR :
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i. The abandonment of the project by VENDOR for a period of more than seven (7) business
days.
ii. The abandonment, unnecessary delay, refusal of, or failure to comply with any of the terms
of this Agreement or neglect, or refusal to comply with the instructions of the CITY's
designee.
iii. The failure by VENDOR to observe or perform any of the terms, covenants, or conditions
of this Agreement to be observed or performed by VENDOR, where such failure shall
continue for a period of seven (7) days after written notice thereof by CITY to VENDOR;
provided, however, that if the nature of VENDOR 's default is such that more than seven
(7) days are reasonably required for its cure, then VENDOR shall not be deemed to be in
default if VENDOR commences such cure within said seven (7) day period and thereafter
diligently prosecutes such cure to completion.
iv. The assignment and/or transfer of this Agreement or execution or attachment thereon by
VENDOR or any other party in a manner not expressly permitted hereunder.
v. The making by VENDOR of any general assignment or general arrangement for the benefit
of creditors, or the filing by or against VENDOR of a petition to have VENDOR adjudged a
bankruptcy, or a petition for reorganization or arrangement under any law relating to
bankruptcy (unless, in the case of a petition filed against VENDOR, the same is dismissed
within sixty (60) calendar days); or the appointment of a trustee or a receiver to take
possession of substantially all of VENDOR's assets, or for VENDOR 's interest in this
Agreement, where possession is not restored to VENDOR within thirty(30) calendar days;
for attachment, execution or other judicial seizure of substantially all of VENDOR's assets,
or for VENDOR 's interest in this Agreement, where such seizure is not discharged within
thirty(30) calendar days.
C. Remedies in Default. In case of default by VENDOR, CITY shall notify VENDOR, in writing,
of such abandonment, delay, refusal, failure, neglect, or default and direct VENDOR to comply
with all provisions of the Agreement. A copy of such written notice shall be mailed to the Surety
on the Performance Bond. If the abandonment, delay, refusal, failure, neglect or default is not
cured within seven (7) business days of when notice was sent by CITY, CITY may declare a
default of the Agreement and notify VENDOR of such declaration of default and terminate the
Agreement. The Surety on the Performance Bond shall within ten (10) business days of such
declaration of default, rectify or cause to be rectified any mismanagement or breach of service
in the Agreement and assume the Work of VENDOR and proceed to perform Work under the
Agreement, at its own cost and expense.
i. Upon such declaration of default, all payments remaining due VENDOR at the time of
default, less all sums due CITY for damages suffered, or expenses incurred by reason of
default, shall be due and payable to Surety. Thereafter the Surety shall receive monthly
payments equal to those that would have been paid by the VENDOR had the VENDOR
continued to perform the services under the Agreement.
ii. CITY may complete the Agreement, or any part thereof, either by day labor, use of a
subcontractor, or by re-letting a contract for the same, and procure the equipment and the
facilities necessary for the completion of the Agreement, and charge the cost of same to
VENDOR and/or the Surety together with the costs incident thereto to such default.
iii. In the event CITY completes the Agreement at a lesser cost than would have been payable
to VENDOR under this Agreement, if the same had been fulfilled by VENDOR, CITY shall
retain such differences. Should such cost to CITY be greater, VENDOR shall pay the
amount of such excess to the CITY.
iv. Notwithstanding the other provisions in this Article, CITY reserves the right to terminate the
Agreement at any time, whenever the service provided by VENDOR fails to meet
reasonable standards of the trade after CITY gives written notice to the VENDOR of the
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deficiencies as set forth in the written notice within fourteen (14) calendar days of the
receipt by VENDOR of such notice from CITY.
26. SOVEREIGN IMMUNITY. Nothing contained herein is intended to serve as a waiver of sovereign
immunity by the CITY or as a waiver of limits of liability or rights the CITY may have under the doctrine
of sovereign immunity or under Section 768.28, Florida Statutes.
27. TRUTH-IN-NEGOTIATION CERTIFICATE.
A. Execution of this Agreement by the VENDOR shall act as the execution of a truth-in-negotiation
certificate certifying that the wage rates and costs used to determine the compensation
provided for in this Agreement is accurate, complete, and current as of the date of the
Agreement and no higher than those charged to the VENDOR's most favored customer for the
same or substantially similar service.
B. The said rates and cost shall be adjusted to exclude any significant sums should the CITY
determine that the rates and costs were increased due to inaccurate, incomplete, or non-
current wage rates or due to inaccurate representations of fees paid to outside vendors. The
CITY shall exercise its rights under this "Certificate"within one (1) year following payment.
28. ENTITIES OF FOREIGN CONCERN. The provisions of this section apply only if Vendor or any
subcontractor will have access to an individual's personal identifying information under this Agreement.
Vendor represents and certifies: (i) Vendor is not owned by the government of a foreign country of
concern; (ii) the government of a foreign country of concern does not have a controlling interest in
Vendor; and (iii) Vendor is not organized under the laws of and does not have its principal place of
business in, a foreign country of concern. Prior to Vendor and any subcontractor having access to
personal identifying information pursuant to this Agreement,Vendor and any subcontractor shall submit
to City executed affidavit(s) under penalty of perjury, in a form approved by City attesting that the entity
does not meet any of the criteria in Section 287.138(2), Florida Statutes. Compliance with the
requirements of this section is included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have the meanings ascribed to such
terms in Section 287.138, Florida Statutes.
29. ANTI-HUMAN TRAFFICKING. On or before the Effective Date of this Agreement, VENDOR shall
provide CITY with an affidavit attesting that the VENDOR does not use coercion for labor or services,
in accordance with Section 787.06(13), Florida Statutes.
SIGNATURE PAGE FOLLOWS
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-10
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the day and year
set forth below their respective signatures.
CITY OF BOYNTON BEACH HINTERLAND GROUP, INC.
/./Z-------,J-7'
Rebecca Shelton, Mayor (Sign. ure), Hinterland Group, Inc.
Chase Rogers
Date: j(stiQ. ,.5 td�� Print Name of Authorized Official
Chief Operating Officer
Title
Date: 04/29/2025 sr°0�,0 GRp0 00000000/,'•,
s.r QF BOy `` .•
4\•'p�P RAr •.•.�'L
y NJ' 1 : /-`":•V • n -
9
i1 92 SFO; S0.���� * `,%%
�1 �` •,•......••' Attest/Authenticated: ''*e••••••••`'
(,, .:_cil , ILL,
Witness
Lori Guild
Print Name
Approved as to Form:
4M4 J
Shawna G. Lamb,
Office : the City Attorney
I , /
�r
Maylee Pe 0.us, City Clerk
4
RFQ No UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-11
Clier>*
MINUTES OF SPECIAL MEETING
OF
HINTERLAND GROUP INC.
Minutes of Special Meeting of Hinterland Group Inc. held at 2051 W. Blue Heron Blvd..
Riviera Beach, Florida 33404 on this ID day of 3itNuAz_y , 2025.
The President called the meeting to consider the following business:The authorization of
Chase Rogers, Julie Gwinner, and Danny Duke, Jr., to sign any and all documentation with regard
to the Company.
On motion duly made and carried, the meeting proceeded to approve the authorization.
Chase Rogers, Julie Gwinner, and Danny Duke, Jr., have the authority to sign all documents as
stated above There being no further business, the meeting was adjourned.
Dated: 4AJUA-g. JD a70a5Ade
y D. 'iel Duke I I , - •.-•
Hinterland Group Inc.
STATE OF `LORI DH"
COUNTY OF /'DQ!/Y? /3611/1
The foregoing instrument was acknowledged before me this ,0 day of /VuFi 2y , 2025
by 7)AAIIEL- bccicE /11
•V ••SPR,�FV
• ; LORI GUILD
`�` •
MY COMMISSION#HH 298713
Notary Public p"+'`���Q EXPIRES:Au ust9,2026
Printed Name: teLl Lp
My Commission Expires: gi 9PD
Hinterland Group Inc. Corporate Office
2051 W Blue Heron Blvd., Riviera Beach, FL 33404 • Ph 561-640-3503 • Fax 561-640-3504
EXHIBIT A
FORM OF TASK ORDER
G S Y o f
61 _
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o \ u
A. �P
ETON 0
CITY OF BOYNTON BEACH
Services Task Order
Task Order No.
Contractor: ("Contractor")
1. Task/Project. (Insert title and brief
description)
2. Detailed Scope of Services.
A detailed scope of services under this Task Order, in accordance with the Agreement, is attached
as Exhibit
3. Deliverables and Schedule.
Contractor shall complete the services or deliver to the City the deliverables specified at the time
indicated on the attached Exhibit .
4. Compensation.
The total Fee to be paid to Contractor under this Task Order shall not exceed
, based on the hourly rates currently in effect under the Agreement.
A detailed fee schedule is attached as Exhibit .
The payment schedule (based on deliverables) is attached as Exhibit .
5. Agreement Reference.
This Task Order shall be performed under the terms and conditions described within the
Services Agreement, dated , 20 , by
and between the City of Boynton Beach and , Contract No. .
6. Insurance.
Contractor shall maintain insurance coverages in accordance with the Agreement and hereby
confirms that Certificate(s) of Insurance evidencing current policies meeting the requirements of
the Agreement are on file with the City as of the date of this Task Order.
7. Exhibits.
All attached Exhibits are incorporated fully into this Task Order and the Agreement.
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-12
8. Notice to Proceed.
Contractor shall commence Services under this Task Order upon receipt of a fully executed Task
Order and PO from the City.
CONTRACTOR: CITY OF BOYNTON BEACH
By: By:
Daniel Dugger, City Manager
Print Name:
Date: , 20 Date: , 20
City Attorney's Office
Approved as to form and legality
By:
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services-Draft Agreement A-13
EXHIBIT B
SCHEDULE OF PRICES
(TO BE INSERTED AFTER PROPOSAL AWARD)
RFQ No.UTL25-005 Pre-Qualification of Contractors for Utility Minor Construction Services
A-14
City of Boynton Beach
Risk Management Department
INSURANCE ADVISORY FORM
Under the terms and conditions of all contracts, leases, and agreements, the City requires appropriate coverages listing the
City of Boynton Beach as Additional Insured. This is done by providing a Certificate of Insurance listing the City as "Certificate
Holder"and"The City of Boynton Beach is Additional Insured as respect to coverages noted."Insurance companies providing
insurance coverages must have a current rating by A.M.Best Co.of"B+"or higher. (NOTE: An insurance contract or binder
may be accepted as proof of insurance if Certificate is provided upon selection of vendor.) The following is a list of types of
insurance required of contractors, lessees, etc., and the limits required by the City: (NOTE:This list is not all inclusive,
and the City reserves the right to require additional types of insurance, or to raise or lower the stated limits,based
upon identified risk.)
TYPE(Occurrence Based Only) MINIMUM LIMITS REQUIRED
General Liability General Aggregate $ 1,000,000.00
Commercial General Liability Products-Comp/Op Agg. $ 1,000,000.00
Owners&Contractor's Protective(OCP) Personal&Adv. Injury $ 1,000,000.00
Asbestos Abatement Each Occurrence $ 1,000,000.00
Lead Abatement Fire Damage(any one fire) $ 50,000.00
Broad Form Vendors Med. Expense(any one person) $ 5,000.00
Premises Operations
Underground Explosion&Collapse
Products Completed Operations
Contractual
Independent Contractors
Fire Legal Liability
Professional Liability Aggregate -$ 1,000,000.00
Automobile Liability Combined Single Limit $ 1,000,000.00
Any Auto
All Owned Autos Hired Autos
Non-Owned Autos
Excess Liability Each Occurrence to be determined
Umbrella Form Aggregate to be determined
Worker's Compensation Statutory Limits
Employer's Liability Each Accident $ 1,000,000.00
Disease, Policy Limit $ 1,000,000.00
Disease Each Employee $ 1,000,000.00
Property:
Homeowners Revocable Pennit $ 300,000.00
Builder's Risk Limits based on Project Cost
Installation Floater Limits based on Project Cost
Other-As Risk Identified to be determined
--------------
INSURANCE ADVISORY FORM Revised 04/2021
INRI JRANr:F Ar1VIRfRV